18









                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 10-K

[ X ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934
          For the fiscal year ended December 31, 1997

                               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 0-18151

           DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
     (Exact name of registrant as specified in its charter)

       Delaware                      13-3286866
(State of organization)  (IRS Employer Identification No.)

   2 World Trade Center, New York, NY     10048
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:(212) 392-1054

Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered
  None                              None

Securities registered pursuant to Section 12(g) of the Act:

             Units of Limited Partnership Interest
                        (Title of Class)

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  such  filing
requirements   for   the   past   90   days.          Yes       X
No

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant to Item 405 of Regulation S-K (Section 229.405  of  this
chapter)  is not contained herein, and will not be contained,  to
the  best  of  registrant's knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part  III  of
this Form 10-K or any amendment to this Form 10-K.  [X]

State the aggregate market value of the voting stock held by non-
affiliates of the registrant.  Not Applicable

               DOCUMENTS INCORPORATED BY REFERENCE
                              None
                          Page 1 of 36

ITEM 1.  BUSINESS

The  Registrant, Dean Witter Realty Growth Properties,  L.P.
(the "Partnership") is a limited partnership formed in March
1985  under the Uniform Limited Partnership Act of the State
of  Delaware  for  the  purpose of  investing  primarily  in
income-producing properties.

The  Managing  General Partner of the  Partnership  is  Dean
Witter Realty Growth Properties Inc., a Delaware corporation
(the  "Managing General Partner"), which is wholly-owned  by
Dean  Witter  Realty Inc. ("Realty"). The Associate  General
Partner  is  Dean Witter Realty Growth Associates,  L.P.,  a
Delaware   limited   partnership  (the  "Associate   General
Partner"),  the  general partner of which  is  the  Managing
General  Partner.  The Managing General Partner manages  and
controls  all aspects of the Partnership's operations.   The
terms  of  transactions  between  the  Partnership  and  its
affiliates are set forth in Item 8 and Item 13 below.

The  Partnership issued 78,594 units of limited  partnership
interest (the "Units") with gross proceeds from the offering
of  $78,594,000.  The offering has been  terminated  and  no
additional  Units  will  be sold.   The  proceeds  from  the
offering  were used to make leveraged investments  in  three
office properties (one of which was lost through foreclosure
in  1992, one of which was sold in 1996 and one of which was
sold in 1997), an industrial park (which was disposed of  in
1995  and  1996) and a hotel (which was sold in 1996).   The
properties have all been sold as of December 31, 1997.

The  Partnership  Agreement provides  that  the  Partnership
shall  terminate  upon  the sale of the  Partnership's  last
investment, and that dissolution shall be effective  on  the
day  of  such event. Accordingly, the Partnership  dissolved
upon the sale of its last interest in real estate in October
1997.  The Partnership intends to proceed in winding up  its
affairs  and,  upon conclusion of liquidation, to  terminate
its existence by filing a certificate of cancellation in the
office of the Delaware Secretary of State.

The Partnership has no employees.

All  of  the  Partnership's business was  conducted  in  the
United States.

ITEM 2.  PROPERTIES

The Partnership's principal offices are located at Two World
Trade Center, New York, New York 10048.  The Partnership has
no other offices.

During  the  year  ended December 31, 1997, the  Partnership
owned,  through partnership interest, the following property
interest until its sale in October 1997. See Note 4  to  the
consolidated financial statements.

<TABLE>
<CAPTION>
            Net Rentable        Year(s)  Acquisition
      Property,            Area Completed/       Cost   Type
of ownership of
Location  and Type     (000 sq. ft.)      Acquired    ($000)
land and improvements
<S>          <C>      <C>      <C>      <C>
Bayport Plaza            259   1984/1985     $11.178
46.25% indirect                Tampa, FL
General Partnership            Office building
interest in a
partnership which
owns the building.
</TABLE>

ITEM 3.  LEGAL PROCEEDINGS

On  December 27, 1995, a purported class action lawsuit (the
"Grigsby   Action")  naming  various  public   real   estate
partnerships sponsored by Realty (including the  Partnership
and  its  Managing  General Partner  and  Associate  General
Partner),  Realty,  Dean Witter Reynolds  Inc.  ("DWR")  and
others  as  defendants  was  filed  in  Superior  Court   in
California.    The   complaint  alleged   fraud,   negligent
misrepresentation,  intentional  and  negligent  breach   of
fiduciary  duty,  unjust enrichment and related  claims  and
sought  compensatory  and punitive  damages  in  unspecified
amounts  and  injunctive and other  equitable  relief.   The
defendants  removed the case to the United  States  District
Court for the Southern District of California.  Pursuant  to
an  order  of  the  U.S.  District Court  for  the  Southern
District  of  California entered May 24, 1996,  the  Grigsby
Action  was transferred to the U.S. District Court  for  the
Southern  District of New York.  The case was  dismissed  by
stipulation  of the parties dated March 6, 1997 and  refiled
and  consolidated with the Consolidated Action  (as  defined
below).

On  February 14, 1996, a purported class action lawsuit (the
"Schectman  Action")  naming  various  public  real   estate
partnerships sponsored by Realty (including the  Partnership
and  its  Managing  General Partner), Realty,  Dean  Witter,
Discover  & Co. ("DWD") and DWR as defendants was  filed  in
the  Chancery Court of Delaware for New Castle  County  (the
"Delaware  Chancery  Court").   On  February  23,  1996,   a
purported  class action lawsuit (the "Dosky Action")  naming
various public real estate partnerships sponsored by  Realty
(including   the   Partnership  and  its  Managing   General
Partner),  Realty,  DWD, DWR and others  as  defendants  was
filed in the Delaware Chancery Court.  On February 29, 1996,
a purported class action lawsuit (the "Segal Action') naming
various public real estate partnerships sponsored by  Realty
(including   the   Partnership  and  its  Managing   General
Partner),  Realty,  DWR, DWD and others  as  defendants  was
filed in the Delaware Chancery Court.  On March 13, 1996,  a
purported  class action lawsuit (the "Young Action")  naming
the  partnership,  other unidentified limited  partnerships,
DWD,  DWR and others as defendants was filed in the  Circuit
Court  for  Baltimore  City  in  Baltimore,  Maryland.   The
defendants  removed the Young Action to  the  United  States
District Court for the District of Maryland.

Thereafter, the Schectman Action, the Dosky Action  and  the
Segal  Action  were  consolidated in a  single  action  (the
"Consolidated Action") in the Delaware Chancery Court.   The
Young   Action   was  dismissed  without   prejudice.    The
plaintiffs  in  the  Young  Action joined  the  Consolidated
Action.

On  October  7,  1996,  the plaintiffs in  the  Consolidated
Action  filed a First Consolidated and Amended Class  Action
Complaint  naming  various public real  estate  partnerships
sponsored  by  Realty  (including the  Partnership  and  its
Managing  General Partner), Realty, DWD, DWR and  others  as
defendants.  This complaint alleges breach of fiduciary duty
and seeks an accounting of profits, compensatory damages  in
an   unspecified   amount,  possible  liquidation   of   the
Partnership  under  a  receiver's  supervision   and   other
equitable relief.  The defendants filed a motion to  dismiss
this complaint on December 10, 1996.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matter  was submitted during the fourth quarter  of  the
fiscal year to a vote of Unit holders.




                          PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER

The Partnership has sold its last real estate investment and
is  currently  winding up its affairs as it proceeds  toward
termination.

An  established public trading market for the Units does not
exist, and such a market will not develop before termination
of  the  Partnership.  Accordingly, information  as  to  the
market  value of a Unit at any given date is not  available.
However,  the  Partnership does allow its  limited  partners
(the  "Limited  Partners") to transfer  their  Units,  if  a
suitable buyer can be located.

As  of  March 17, 1998 there were 6,129 holders  of  limited
partnership interests.

The  Partnership is a limited partnership and,  accordingly,
does  not pay dividends.  However, the Partnership Agreement
permits  distributions of "Distributable Cash", as  defined,
to  its  partners.  Pursuant to the  Partnership  Agreement,
Distributable  Cash  is  to  be  paid  96%  to  the  Limited
Partners, after the Managing General Partner has received  a
management fee of 6.25% of Distributable Cash.  The Managing
General  Partner did not receive a management fee  in  1997,
1996  or  1995 because the Partnership did not make  a  cash
distribution of Distributable Cash in any of those years.

In  January  1997,  the Partnership made a  distribution  to
Limited  Partners of approximately $10.7 million  ($136  per
Unit)  from  the  net proceeds from the sale  of  its  joint
venture interest in Peninsula Office Park, the sale of  land
at Braker Center and the remaining proceeds from the sale of
the  Bayport  Plaza Hyatt Hotel.  In 1996,  the  Partnership
distributed approximately $29.3 million ($373 per  Unit)  of
proceeds primarily from the sale of the Bayport Hyatt Hotel.
In   accordance   with  the  Partnership  Agreement,   these
distributions was paid 100% to the Limited Partners.

On  March  13,  1998 the Partnership made a distribution  of
$3,861,078 ($49.13 per Unit), representing a portion of  the
proceeds from the sale of the Bayport Plaza Office Building.
The distribution was paid 100% to Limited Partners.

The  Partnership  anticipates making final distributions  to
its partners in 1998 because the Partnership's last property
has been sold.

Taxable income and tax loss generally are allocated  to  the
partners  in proportion to the distribution of Distributable
Cash  (after  payment  of  the  Managing  General  Partner's
management fee) or sale or financing proceeds (or 96% to the
Limited Partners and 4% to the General Partners if there  is
no Distributable Cash).

ITEM 6.   SELECTED FINANCIAL DATA

The  following  sets  forth a summary of selected  financial
data for the Partnership:
<TABLE>
<CAPTION>
         DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

  Years ended December 31, 1997, 1996, 1995, 1994 and 1993

              19971     19962           19953    1994       1993
<S>        <C>      <C>     <C>      <C>      <C>
Total revenues      $8,965,283       $76,022,162     $27,481,867 $28,095,985
$27,391,611

Income (loss)
 before extra-
 ordinary item      $8,564,734       $58,556,334    $(2,387,229) $(1,105,050)
$(5,550,240)4

Extraordinary
  item     $    -   $     - $ 1,938,4655      $     -   $      -

Net income
 (loss)    $8,564,734       $58,556,334       $  (448,584)$(1,105,050)
$(5,520,240)

Per unit of
Limited Partner-
ship interest:

  Income (loss)
   before extra-
   ordinary item    $   109.00       $    774.64    $    (29.64) $    (13.50)   $
(67.79)

  Extraordinary
   item    $     -  $     - $     24.42       $      -  $      -

  Net income
   (loss)  $   109.00       $    774.64       $     (5.22)$    (13.50)     $
(67.79)

  Cash distri-
   butions6         $   135.99       $    372.98         $     - $      -  $       -

Total assets        $8,485,003       $12,253,161     $41,836,913 $55,097,988
$58,385,005


Long-term debt
 due after one
 year      $     -  $     - $     -  $54,936,984     $57,844,135
</TABLE>
________________
1.Revenues  and income include gain on sale of  real  estate
  of approximately $8.6 million.
2.Revenues  and income include gains on sale of real  estate
  and   partnership  interests  totaling  approximately  $58
  million.
3.Revenues and losses include a loss on sale of real  estate
  of approximately $1.2 million.
4.   Includes a $334,988 loss on the sale of real estate.
5.    Gain on extinguishment of debt due to foreclosure of a
  property.
6.    All  of  the cash distributions represent  returns  of
  capital.

Note:       The  above  financial data  should  be  read  in
  conjunction with
     the  consolidated financial statements and the  related
  notes
    in Item 8.

ITEM 7.  MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

The  Partnership  raised $78,594,000 in  a  public  offering
which  terminated in 1986.  The Partnership has no plans  to
raise additional capital.

The  Partnership used the proceeds from the offering to make
leveraged  investments  in  five  properties.   One  of  the
properties was lost through foreclosure in 1992; all of  the
remaining  properties were sold prior to December 31,  1997.
No additional investments are planned.

TWC  Ten,  Ltd.,  in  which the Partnership  owns  a  45.79%
indirect  general  partnership interest,  sold  the  Bayport
Plaza Office Building on October 20, 1997, for approximately
$45.7  million.  The purchase price was received in cash  at
closing.   Approximately $20,000,000 of the  sales  proceeds
were  used  to repay the existing mortgage loan  encumbering
the   property,  including  accrued  interest  thereon   and
prepayment  premium.  The remaining cash  proceeds,  net  of
closing   costs,   were   allocated   to   the   Partnership
(approximately  $7,438,000) and to an  unaffiliated  partner
(approximately  $17,172,000) pursuant to the  provisions  of
the Joint Venture agreement.

Prior  to  the sale, the Partnership realized no  cash  flow
from its investment in the Bayport Plaza Office Building, as
available cash flow was distributed 100% to another partner,
in  accordance  with  the provisions of  the  Joint  Venture
agreement.

The Bayport Plaza Office Building was the Partnership's last
remaining  investment.  The Partnership  Agreement  provides
that  the Partnership shall terminate upon the sale  of  the
Partnership's last investment, and that dissolution shall be
effective  on the day on which the event arises giving  rise
to  the dissolution. Accordingly, the Partnership dissolved,
pursuant   to  the  terms  of  its  Partnership   Agreement,
effective  October  20,  1997.  The Partnership  intends  to
proceed  in  winding up its affairs and, upon conclusion  of
liquidation,  to  terminate  its  existence  by   filing   a
certificate  of cancellation in the office of  the  Delaware
Secretary of State.

The  total cash distributed to the Limited Partners will  be
less than the capital contributed by the Limited Partners.

In  January  1997, the Partnership collected  the  remaining
sale  proceeds receivable from the sale of its joint venture
interest in Peninsula Office Park and made a distribution to
Limited  Partners of approximately $10.7 million  ($136  per
Unit)  from such proceeds, the sale of land at Braker Center
and the remaining proceeds from the sale of the Hotel.

On  March  13,  1998 the Partnership made a  distributon  of
$3,861,078 ($49.13 per unit), representing a portion of  the
proceeds from the sale of the Bayport Plaza Office Building.
The distribution was paid 100% to limited partners.

Except as discussed herein and in the consolidated financial
statements, the Managing General Partner is not aware of any
trends,  or  events, commitments or uncertainties  that  may
have a material impact on liquidity.

Operations

Fluctuations in the Partnership's operating results for  the
year  ended  December 31, 1997 compared  to  1996  and  1996
compared   to  1995  are  primarily  attributable   to   the
following:

Hotel  revenues and expenses, interest expense, depreciation
and  amortization decreased in 1997 because of the  sale  of
the  Bayport Plaza Hyatt Hotel in the third quarter of 1996.
Hotel  operating  revenues and expenses  decreased  in  1996
compared to 1995 for the same reason.


Equity  in earnings of partnerships in 1997 consists of  the
Partnership's share of the gain on the sale of  the  Bayport
Plaza Office Building.  Equity in net losses of partnerships
decreased  in  1996  compared to 1995 primarily  because  of
higher rents on new leases in 1996 at Peninsula Office Park.

Rental  income and property operating expenses decreased  in
1996  compared  to  1995 because of the disposition  of  the
Partnership's  interests in the properties at Braker  Center
in  1995.  There was no rental income in 1997 and 1996,  and
only minor property operating expenses in 1996.

The  gain  on sale of real estate in 1996 resulted from  the
sale  of the Hotel.  The loss on sale of real estate in 1995
resulted  from  sales of properties at Braker  Center.   See
Note 4 to the consolidated financial statements.

The  gain  on sale of partnership interest in 1996  resulted
from  the  sale of the joint venture interest  in  Peninsula
Office  Park.   See  Note  5 to the  consolidated  financial
statements.

Interest expense, depreciation and amortization decreased in
1996  compared to 1995 as a result of sales of  real  estate
and   repayment  of  loans.   See  Notes  4  and  6  to  the
consolidated financial statements.

Inflation

Inflation  has  been  consistently low  during  the  periods
presented in the financial statements and, as a result,  has
not  had  a  significant  effect on the  operations  of  the
Partnership or its properties.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      DEAN WITTER REALTY GROWTH PROPERTIES L.P.


                        INDEX


                                                Page

(a) Financial Statements
Independent Auditors' Report                     11
Consolidated  Balance Sheets at December 31, 1997  and  1996
12
Consolidated Statements of Operations for the years ended
  December 31, 1997, 1996 and 1995               13
Consolidated Statements of Partners' Capital (Deficiency)
  for the years ended December 31, 1997, 1996 and 1995  14
Consolidated Statements of Cash Flows for the years ended
  December 31, 1997, 1996 and 1995              15-16
Notes to Consolidated Financial Statements      17-26













_____________________________
All  schedules have been omitted because either the required
information is not applicable or the information is shown in
the consolidated financial statements or notes thereto.
Independent Auditors' Report



To the Partners of
  Dean Witter Realty Growth Properties, L.P.:


We have audited the accompanying consolidated balance sheets
of   Dean   Witter  Realty  Growth  Properties,   L.P.   and
consolidated partnerships (the "Partnership") as of December
31,  1997  and 1996, and the related consolidated statements
of operations, partners' capital (deficiency) and cash flows
for each of the three years in the period ended December 31,
1997.  These financial statements are the responsibility  of
the  Partnership's  management.  Our  responsibility  is  to
express  an opinion on these financial statements  based  on
our audits.

We   conducted  our  audits  in  accordance  with  generally
accepted auditing standards. Those standards require that we
plan  and  perform the audit to obtain reasonable  assurance
about  whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the amounts  and  disclosures  in  the
financial statements.  An audit also includes assessing  the
accounting principles used and significant estimates made by
management,  as  well  as evaluating the  overall  financial
statement presentation.  We believe that our audits  provide
a reasonable basis for our opinion.

In  our  opinion,  such  consolidated  financial  statements
present  fairly,  in  all material respects,  the  financial
position  of Dean Witter Realty Growth Properties, L.P.  and
consolidated partnerships as of December 31, 1997 and  1996,
and the results of their operations and their cash flows for
each  of  the  three years in the period ended December  31,
1997   in  conformity  with  generally  accepted  accounting
principles.

                                      Deloitte & Touche LLP
                                   /s/Deloitte & Touche LLP



New York, New York
March 24, 1998

<TABLE>
<CAPTION>
           DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

                   CONSOLIDATED BALANCE SHEETS

                   December 31, 1997 and 1996

                                                1997      1996

                             ASSETS
<S>                                          <C>       <C>
Cash  and  cash equivalents                     $  8,481,665
$10,273,472
Accounts     receivable                                    -
1,661,039
Deferred   expenses,    net                                -
204,832
Other   assets                                         3,338
113,818

                                               $   8,485,003
$12,253,161


         LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)

Accounts payable and accrued expenses        $    94,014    $
552,519
Excess of distributions and losses over cost of
   investments   in   partnerships                         -
1,186,283

                                                      94,014
1,738,802

Partners' capital (deficiency):
  General  partners                              (3,269,479)
(3,267,091)
  Limited  partners ($1,000 per Unit, 78,594  Units  issued)
11,660,468                                    13,781,450

   Total  partners'  capital (deficiency)          8,390,989
10,514,359

                                               $   8,485,003
$12,253,161












  See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
           DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

              CONSOLIDATED STATEMENTS OF OPERATIONS

          Years ended December 31, 1997, 1996 and 1995

                                       1997      1996      1995
<S>
<C>  <C>                                     <C>
Revenues:
 Hotel:
  Room                                                 $     -
$ 9,347,359                        $13,455,469
   Food,  beverage and other                -      8,587,010
13,895,927
     Total                                  -     17,934,369
27,351,396

  Equity in earnings (losses) of partnerships           8,624,444
(672,973)                             (845,578)
   Gain  (loss)  on  sale  of  real  estate                -
41,992,437                          (1,249,457)
   Gain  on  sale  of  partnership  interest               -
15,769,942                               -
 Rental                                           -         -
1,236,740
     Interest     and    other                       340,839
325,414                                143,188
                                                   8,965,283
75,349,189                          26,636,289

Expenses:
 Hotel:
  Room                                                       -
1,830,999                            3,696,484
   Food  and  beverage                      -      5,979,018
9,201,086
   Administrative  and other                -      4,794,603
7,586,269
     Total                                  -     12,604,620
20,483,839

     Interest                                              -
2,567,985                            5,327,001
  Property  operating                       -         40,394
381,262
   Depreciation                             -      1,063,723
2,119,206
         Amortization                                204,832
151,353                                246,841
     General     and    administrative               195,717
378,240                                464,415

                                                     400,549
16,806,315                          29,022,564
Income  (loss)  before  minority  interest         8,564,734
58,542,874                          (2,386,275)

Minority interest in (income) loss of
  consolidated  partnerships                -         13,460
(954)
Income  (loss)  before extraordinary  item         8,564,734
58,556,334                          (2,387,229)

Extraordinary item:
 Gain on extinguishment of debt due to
    foreclosure  (Note   4)                     -          -
1,938,645

Net     income    (loss)                     $     8,564,734
$58,556,334                        $  (448,584)

Net income (loss) allocated to:
     Limited     partners                     $    8,567,122
$58,524,576                        $  (409,965)
      General     partners                           (2,388)
31,758                                 (38,619)
                                          $        8,564,734
$58,556,334                        $  (448,584)
Net income (loss) per Unit of limited
  partnership interest               $     109.00          $
744.64                             $     (5.22)

  See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
           DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

     CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                          (DEFICIENCY)

          Years ended December 31, 1997, 1996 and 1995

                                     General    Limited
                                                    Partners
Partners                               Total
<S>                                <C>       <C>       <C>
Partners' capital (deficiency)
    at    January    1,   1995                  $(3,260,230)
$(15,019,464)                      $(18,279,694)

Net        loss                                     (38,619)
(409,965)                              (448,584)

Partners' capital (deficiency)
    at    December   31,   1995                  (3,298,849)
(15,429,429)                        (18,728,278)

Net        income                                     31,758
58,524,576                           58,556,334

Cash  distributions                       -     (29,313,697)
(29,313,697)

Partners' capital (deficiency)
    at    December   31,   1996                  (3,267,091)
13,781,450                           10,514,359

Net      income     (loss)                           (2,388)
8,567,122                             8,564,734

Cash  distributions                       -     (10,688,104)
(10,688,104)


Partners' capital (deficiency)
  at  December  31, 1997              $(3,269,479)         $
11,660,468                         $  8,390,989




  See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
           DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

              CONSOLIDATED STATEMENTS OF CASH FLOWS

          Years ended December 31, 1997, 1996 and 1995

                                                        1997
1996                                       1995
<S>                                  <C>       <C>       <C>
Cash flows from operating activities:
  Net income (loss)                   $  8,564,734         $
58,556,334                           $  (448,584)
 Adjustments to reconcile net income (loss) to net
  cash provided by (used in) operating activities:
      Depreciation    and   amortization             204,832
1,215,076                              2,366,047
   (Gain) loss on sale of real estate and
     partnership interests                  -   (57,762,379)
1,249,457
   Minority interests in (income) loss of
     consolidated partnerships              -       (13,460)
954
   Equity in (earnings) losses of partnerships   (8,624,444)
672,973                                  845,578
    Gain  on  extinguishment of debt            -          -
(1,938,645)
       Decrease     (increase)    in    operating     assets
Accounts       receivable                          1,661,039
10,689                                  (576,390)
      Restricted cash                        -     3,570,238
472,542
       Deferred  expenses                       -          -
(559,339)
         Other     assets                            110,480
182,071                                  603,915
   (Decrease) increase in operating liabilities:
     Accounts payable and accrued expenses         (458,505)
(2,533,463)                              205,461
      Due  to  affiliates                       -          -
(327,166)

         Net   cash   provided   by   operating   activities
1,458,136                                          3,898,079
1,893,830

Cash flows from investing activities:
 Proceeds from sale of real estate and
   partnership interest                      -    82,108,022
6,594,399
  Distribution from Office Partnership             7,438,161
-         -
 Investment in real estate                  -      (106,350)
(671,880)
  Investment  in  unconsolidated  partnerships             -
-     (39,784)

         Net   cash   provided   by   investing   activities
7,438,161                                         82,001,672
5,882,735

Cash flows from financing activities:
     Cash    distributions                      (10,688,104)
(29,313,697)                                -
 Repayment of mortgage notes payable        -   (42,000,000)
(6,367,035)
 Repayment of due to affiliates             -    (6,385,499)
-

      Net cash used in financing activities     (10,688,104)
(77,699,196)                          (6,367,035)

Increase   (decrease)   in   cash   and   cash   equivalents
(1,791,807)                                        8,200,555
1,409,530

Cash  and cash equivalents at beginning of year   10,273,472
2,072,917                                663,387

Cash and cash equivalents at end of year       $  8,481,665 $
10,273,472                           $ 2,072,917

Supplemental disclosure of cash flow information:
 Cash paid for interest              $      -  $  2,567,985 $
4,086,567
                           (continued)
</TABLE>
<TABLE>
<CAPTION>
           DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

              CONSOLIDATED STATEMENTS OF CASH FLOWS

          Years ended December 31, 1997, 1996 and 1995
                           (continued)

                                        1997      1996     1995
<S>                                                    <C>  <C>
<C>
Supplemental disclosure of non-cash investing activities:

 Foreclosure of Partnership interests (Note 4):
   Balance  due ton mortgage loan     $        -  $        -
$(6,569,949)
  Writeoff of:
     Real  estate                              -           -
4,160,145
   Accounts receivable and deferred expenses         -         -
926,441
     Minority  interest                        -           -
338,641
     Other  assets                             -           -
105,268
   Accounts payable and other liabilities            -         -
(899,191)
     Gain on extinguishment of debt due to
       to  foreclosure                $        -  $        -
$(1,938,645)




























  See accompanying notes to consolidated financial statements.
</TABLE>
         DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

         Notes to Consolidated Financial Statements

              December 31, 1997, 1996 and 1995

1. The Partnership and Basis of Presentation

Dean    Witter   Realty   Growth   Properties,   L.P.   (the
"Partnership") is a limited partnership formed in 1985 under
the  laws  of  the State of Delaware to invest primarily  in
income-producing properties.  The Managing  General  Partner
of  the  Partnership is Dean Witter Realty Growth Properties
Inc.,  which  is  wholly-owned by Dean  Witter  Realty  Inc.
("Realty").

In  1986,  the  Partnership issued 78,594 units  of  limited
partnership  interest  (the "Units")  for  $78,594,000.   No
additional Units will be sold.

In  October 1997, the Parntership sold its last real  estate
investment   interest  (see  Note  5).   Pursuant   to   the
Partnership  Agreement, the sale effectuated the dissolution
of  the Partnership and, accordingly, the Partnership is  in
the process of winding up its affairs

2. Summary of Significant Accounting Policies

The   financial  statements  include  the  accounts  of  the
Partnership and, prior to 1997, Bayport Ltd.'s investment in
the  Bayport  hotel, and Braker Associates on a consolidated
basis.    The   Partnership's  interest  in  Bayport   Ltd's
investment  in  the Bayport office building  and,  prior  to
1997, in Peninsula/DW Associates, were accounted for on  the
equity method.

The  Partnership's  records are maintained  on  the  accrual
basis   of  accounting  for  financial  reporting  and   tax
purposes.   The  preparation  of  financial  statements   in
conformity  with  generally accepted  accounting  principles
requires  management to make estimates and assumptions  that
affect  the  reported amounts of assets and liabilities  and
disclosure of contingent assets and liabilities at the  date
of  the  financial  statements and the reported  amounts  of
revenues  and expenses during the reporting period.   Actual
results could differ from those estimates.

The  carrying  value  of real estate included  the  purchase
price  paid  by  the  Partnership and acquisition  fees  and
expenses.   Costs  of  improvements to the  properties  were
capitalized,  and  repairs were expensed.  Depreciation  was
recorded on the straight-line method.

Cash  and cash equivalents consist of cash and highly liquid
investments with maturities, when purchased, of three months
or less.

Deferred  expenses  consisted of deferred asset  supervisory
fees,  which  were amortized over the terms of  the  related
agreements,  deferred commitment fees, which were  amortized
over  the  related commitment periods, and deferred  leasing
commissions, which were amortized over the applicable  lease
terms.

Rental income was accrued on a straight-line basis over  the
terms  of the leases.  Accruals in excess of amounts payable
by  tenants  pursuant to their leases (resulting  from  rent
concessions  or rents which periodically increase  over  the
term  of  a lease) were recorded as receivables and included
in other assets.

Net  income  (loss)  per  Unit  amounts  are  calculated  by
dividing  net income (loss) allocated  to Limited  Partners,
in   accordance  with  the  Partnership  Agreement,  by  the
weighted average number of Units outstanding.

No provision for income taxes has been made in the financial
statements, since the liability for such taxes  is  that  of
the partners rather than the Partnership.

The  accounting  policies used for  tax  reporting  purposes
differ  from those used for financial reporting as  follows:
(a) depreciation is calculated using accelerated methods and
(b)  losses  on impairment of real estate are not deductible
until  realized.   In addition, offering costs  are  treated
differently  for tax and financial reporting  purposes.  The
tax  basis  of  the Partnership's assets and liabilities  is
approximately $8.8 million higher than the amounts  reported
for financial statement purposes.

The   Financial  Accounting  Standards  Board  ("FASB")  has
recently   issued  several  new  accounting  pronouncements.
Statement   No.   130,  "Reporting  Comprehensive   Income,"
establishes   standards  for  reporting   and   display   of
comprehensive income and its components.  Statement No. 131,
"Disclosures  about  Segments of an Enterprise  and  Related
Information," establishes standards for the way that  public
business  enterprises  report  information  about  operating
segments  in  annual financial statements and requires  that
those   enterprises   report  selected   information   about
operating  segments in interim financial reports  issued  to
shareholders.   It  also establishes standards  for  related
disclosure  about  products and services, geographic  areas,
and  major customers.  These two standards are effective for
the    Partnership's   1998   financial   statements.    The
Partnership  does not believe that these new standards  will
have   any  effect  on  the  Partnership's  computation   or
presentation of net income or other disclosures.

The  implementation  in  1997 of  FASB  Statement  No.  128,
"Earnings per Share," and Statement No. 129, "Disclosure  of
Information  about  Capital Structure,"  effective  for  the
Partnership's 1997 year-end, did not have any impact on  the
Partnership's financial statements.

3.   Partnership Agreement

The Partnership agreement provides that the Limited Partners
will   receive  96%  of  distributable  cash  (as   defined)
remaining after the Managing General Partner has received  a
management fee of 6.25% of distributable cash.

Sale  or  refinancing proceeds will generally be distributed
(i)  to  the  Limited Partners until they  have  received  a
return  of their capital contributions; (ii) to the  General
Partners  until the General Partners have received 1.01%  of
the amount distributed to the Limited Partners; (iii) 99% of
any remaining amounts to the Limited Partnerss and 1% to the
General  Partners until the Limited Partners  have  received
cumulative   distributions  sufficient  to  provide   a   6%
cumulative   annual   return  on  their   adjusted   capital
contributions; and (iv) 85% to the Limited Partners and  15%
to  the  General Partners after the Managing General Partner
receives a brokerage fee, if earned, not in excess of 3%  of
the aggregate gross sales prices of all properties.

Taxable  income  (loss) generally will be allocated  to  the
partners  in proportion to the distribution of distributable
cash  or  sale or financing proceeds (or 96% to the  Limited
Partners  and  4% to the General Partners  if  there  is  no
distributable cash).

The Partnership did not make a distribution of distributable
cash  to  the Partners in 1997, 1996 or 1995.  In 1996,  the
Partnership  distributed approximately $29.3  million  ($373
per  Unit)  of  proceeds from the sale of the Bayport  Hyatt
hotel.    In   January  1997,  the  Partnership  distributed
approximately $10.7 million ($136 per Unit) of proceeds from
the sale of the Partnership's investment in Peninsula Office
Park, the land sold at Braker Center and additional proceeds
from  the sale of the Bayport Hyatt hotel. On March 13, 1998
the  Partnership  made a distribution of $3,861,078  ($49.13
per  Unit), representing a portion of the proceeds form  the
sale  of the Bayport Office Building.  The distribution  was
paid  100%  to limited partners.  All of these distributions
were returns of capital paid 100% to the Limited Partners.

4.   Investments in Real Estate

Bayport Plaza Hyatt Hotel, Tampa, Florida

Bayport  Plaza is a mixed-use development consisting  of  an
office  building  and  a  Hyatt hotel  (the  "Hotel").   The
Partnership  owned  a  99% general partnership  interest  in
Bayport,  Ltd.;  a  partnership consisting  of  current  and
former  officers of Realty held the remaining  1%  interest.
Bayport,   Ltd.  owned  (after  a  preferential  return   as
described  below)  a  91.6%  partnership  interest  in   the
partnership which owned the hotel (the "Hotel Partnership");
affiliates   of   the  developer  of  Bayport   Plaza   (the
"Developer")  owned the remaining 8.4%.  Bayport  Ltd.  also
owned  a  46.25% interest in a partnership which  owned  the
office building (the "Office Partnership") (see Note 5).

In  May  1995,  the Partnership and Hyatt Hotel  Corporation
("Hyatt")  modified the management agreement for the  Hotel.
Under  the  terms  of  the  modified  agreement,  Hyatt  was
entitled  to  an  annual fee equal to a  percentage  of  the
hotel's  net revenues in excess of annual debt service,  not
to  exceed  an overall percentage cap, and Hyatt  agreed  to
certain  expense reductions that increased the Hotel's  cash
flow.  During  the second quarter of 1995,  the  Partnership
prepaid   $3  million  of  the  hotel  mortgage  loan   from
restricted cash reserves.

In  July  1996,  the Hotel Partnership sold the  Hotel,  for
$72.2  million, to Hyatt, pursuant to Hyatt's right of first
offer  contained in the management agreement.  The  purchase
price  was  paid in cash at closing. A portion of the  sales
proceeds  was  used to repay the $42 million  mortgage  note
(which  bore  interest  at  9%) encumbering  the  Hotel  and
certain  balances  due  to affiliates  (see  Note  6).   The
remaining proceeds were allocated 100% to Bayport Ltd.

An affiliate of Realty had provided a partial loan principal
and operating deficit guarantee to the first mortgage lender
on the Hotel. See Note 6.

Braker Center, Austin, Texas

The Partnership owned a 99% general partnership interest  in
L.S.  Braker Associates ("Braker Associates"); a partnership
consisting of current and former officers of Realty held the
remaining 1% interest.

At  December 31, 1994, Braker Associates owned a  warehouse,
six  parcels of undeveloped land, and a 50% interest in  the
partnership  (the  "Office/R&D Building Partnership")  which
owned four office/R&D buildings.

In  1995,  the Partnership agreed to sell to Hill  Partners,
Inc.,  an  unaffiliated party, the warehouse  and  land  for
approximately $8.2 million.  The sale resulted in a loss  of
approximately $1.2 million. The closings of the sale of  the
warehouse and four parcels of land, for a net purchase price
of  approximately $6.6 million took place in  September  and
November  1995.   At the September closing, the  Partnership
repaid  the  $3.7  million  mortgage  debt  encumbering  the
property.  (Earlier in 1995, the Partnership paid a  fee  of
approximately $165,000 (included in interest expense) for an
extension  of  the  maturity of the  loan.)   The  remaining
proceeds were used to repay borrowings from an affiliate  of
Realty  and for reserves.  The closings of the sales of  the
remaining  parcels of land, for an aggregate purchase  price
of approximately $1.4 million occurred in April and November
1996.

The  buildings owned by the Office/R&D Building  Partnership
were   encumbered  by  a  mortgage  loan  which  was  cross-
collateralized   and   cross-defaulted   with    loans    on
approximately  94 projects owned by the Partnership's  joint
venture partner.  Because certain of the projects failed  to
make  scheduled  principal payments, in December  1994,  the
lender   declared   a   default.   In  January   1995,   the
Partnership's  joint  venture  partner  placed  46  of   its
properties,  including  the  Office/R&D  Partnership,  under
bankruptcy  protection.  The Partnership did not consent  to
the   bankruptcy   filing.   The   joint   venture   partner
subsequently  submitted a plan of reorganization  which  was
approved   by   the  bankruptcy  court  in  November.    The
reorganization plan required the Partnership  to  contribute
additional  equity to the joint venture in order  to  retain
its  interest  in  the Office/R&D Building Partnership.  The
Managing General Partner believed that several terms of  the
plan of reorganization were not favorable to the Partnership
and  that  additional  investment  was  not  justified  and,
accordingly  did  not contribute additional  equity.   As  a
result,  the Partnership lost its interest in the  buildings
and  the  Office/R&D  Building  Partnership  in  1995.   The
mortgage loan (which was non-recourse to the Partnership) on
the four office/R&D buildings exceeded their carrying value.
Accordingly, the loss of the buildings resulted  in  a  non-
cash   gain  of  $1,938,645,  which  was  reported   as   an
extraordinary item.




5.   Investments in and Advances to Partnerships

Bayport Plaza Office Building, Tampa, Florida

The  Office  Partnership is owned 46.25% by  Bayport,  Ltd.,
3.75%  by  affiliates of the Developer and 50% by  a  third-
party  investor  (the  "Investor").  Bayport,  Ltd.  is  the
managing general partner of the Office Partnership.

On  October 20, 1997, the Office Partnership sold the office
building  to  an  unaffiliated party for  $45,700,000.   The
purchase   price   was   received  in   cash   at   closing.
Approximately $20,000,000 of the sale proceeds were used  to
repay  the mortgage loan encumbering the property, including
accrued   interest  thereon  and  prepayment  premium.   The
remaining   cash  proceeds,  net  of  closing  costs,   were
allocated to the Partnership (approximately $7,438,000)  and
to  the Investor (approximately $17,172,000) pursuant to the
provisions of the Joint Venture agreement.

Pursuant   to   the   Office  Partnership   Agreement,   the
Partnership  was not entitled to any equity in  earnings  or
losses  of the Office Partnership in 1997 (other than  as  a
result of the sale of the property), 1996 or 1995.


The assets, liabilities and partners' capital of the Office
Partnership are summarized as follows:
<TABLE>
<CAPTION>                                         December
31,
                                                      1996
<S>                                               <C>
                           ASSETS

Real estate and improvements                      $
29,852,064
Accumulated depreciation
(10,496,484)

19,355,580

Other (including cash and cash equivalents of $97,559)
2,287,571

Total assets                                      $
21,643,151

              LIABILITIES AND PARTNERS' CAPITAL

Mortgage note payable                             $
20,000,000
Other liaiblities
503,643
Parnters' capital
1,139,508

                                                  $
21,643,151

The results of operations are summarized as follows:

                                           1996      1995

Rental revenues                         $5,275,305
$4,343,102

Expenses:
 Operating                               1,920,979
1,802,630
 Interest                                1,688,643
1,677,016
 Depreciation and amortization           1,610,226
1,509,063
                                          5,219,848
4,988,709


Net income (loss)                       $   55,457     $
(645,607)
</TABLE>

The accounting policies of the Office Partnership are
consistent with those of the Partnership.

Peninsula Office Park, San Mateo, California

Peninsula/DW Associates, a general partnership owned 98%  by
the Partnership and 2% by former and current Realty officers
and  executives, owned a 49.9% general partnership  interest
in two limited partnerships (the "Joint Venture") which owns
Peninsula  Office Park, a corporate office park  located  in
San  Mateo, California.  The remaining 50.1% interest in the
Joint Venture was owned by the developer of Peninsula Office
Park.

On  December  19,  1996, Peninsula/DW  Associates  sold  its
interests  in  the  Joint  Venture, for  approximately  $9.4
million,  to  entities  controlled by  the  developer.   The
Partnership received $7.7 million in cash at the closing and
the remainder in January 1997.

The results of operations of the Joint Venture are
summarized as follows:
<TABLE>
<CAPTION>
                              For the
                            Period from
                         January 1, 1996 to
                         December 19, 1996
1995
<S>                      <C>                      <C>
Revenues:
 Rental                    $7,760,518             $
7,683,063
 Other                        117,935
90,522

                            7,878,453
7,773,585

Expenses:
 Operating                  2,537,023
2,591,492
 Interest                   3,974,925
4,045,746
 Depreciation and amortization*                    2,173,015
2,291,124

                            8,684,963
8,928,362

Net loss                   $ (806,510)
$(1,154,777)
</TABLE>

* Includes   $540,000  and  $558,000  in  1996   and   1995,
  respectively, representing depreciation of the  excess  of
  the  costs  of the Partnership's investment in  the  Joint
  Venture  over the underlying equity in net assets  at  the
  date of acquisition.

The  accounting policies of the Joint Venture are consistent
with those of the Partnership.

Activity in the Excess of Distributions and Losses over Cost
of Investments in Partnerships is as follows:
<TABLE>
<CAPTION>
                                        Year ended December
31,
                               1997         1996     1995
<S>                                      <C>      <C>  <C>
Investment at beginning of year         $ 1,186,283    $
7,510,575                   $6,704,781
Equity in losses (income)    (8,624,444)
672,973                        845,578
Distributions                 7,438,161       -        -
Contributions                     -           -
(39,784)
Sale of investment in partnership             -
(6,997,265)                      -
Investment at end of year         -     $ 1,186,283
$7,510,575
</TABLE>

The Partnership was not entitled to any equity in losses  of
the  Office  Partnership  in 1996  and  1995.   Accordingly,
equity in losses includes only the Partnership's 49.9% share
of the losses of the Joint Venture, adjusted to include 100%
of  the  depreciation  of the excess  of  the  cost  of  the
Partnership's  investment  in the  Joint  Venture  over  the
underlying equity in net assets at the date of acquisition.

6.  Related Party Transactions

Prior  to  1991,  the  Partnership borrowed  funds  from  an
affiliate  of  Realty  to  fund working  capital  needs  and
capital  expenditures at certain properties.  In  May  1996,
the  Partnership repaid $2,770,000 from the proceeds of  the
sale  of  certain of the Braker Center properties.  In  July
1996,  the  remaining balance, approximately  $400,000,  was
repaid  from  the  proceeds from  the  sale  of  the  Hotel.
Interest expense, calculated at the prime rate, was $101,927
and $263,976 in 1996 and 1995, respectively.

Additionally,  in conjunction with the Hotel  mortgage  note
payable,  an  affiliate of Realty guaranteed  a  maximum  of
$5,350,000  of  the first mortgage debt.  Advances  (all  of
which were made prior to 1994) by the guarantor to the first
mortgage lender under this guaranty (which constituted loans
from    the   guarantor   to   the   Partnership)   totaling
approximately $3.2 million (including approximately $900,000
of  accrued interest) were repaid from the proceeds from the
sale  of  the  Hotel.  Interest expense, calculated  at  the
prime  rate,  was $136,723 and $244,619 in  1996  and  1995,
respectively.

The  Managing  General  Partner was entitled  to  receive  a
management  fee based on a percentage of distributable  cash
(as  defined  in the Partnership Agreement).  Because  there
was  no distributable cash, the Managing General Partner did
not  receive  a fee for the years ended December  31,  1997,
1996   or   1995.   Prior  to  1996,  $422,987  of  pre-1991
management  fees  remained unpaid and the  General  Partners
deferred  receipt  of pre-1991 cash distributions  totalling
$262,316.   In  the  third quarter  of  1996,  the  Managing
General Partner determined that such amounts should  not  be
paid and the General Partners waived any claims thereto.

Realty performs administrative functions, processes investor
transactions   and   prepares  tax   information   for   the
Partnership.   For  1997,  1996 and  1995,  the  Partnership
incurred   fees  of  approximately  $74,000,  $179,000   and
$204,000,  respectively.   These  amounts  are  included  in
general and administrative expense.

7.  Litigation

Various  public partnerships sponsored by Realty  (including
the  Partnership  and  its  Managing  General  Partner)  are
defendants  in a number of class action lawsuits pending  in
state  and federal courts.  The complaints allege a  variety
of  claims,  including  breach  of  fiduciary  duty,  fraud,
misrepresentation  and related claims and seek  compensatory
and  other  damages  and equitable relief.   The  defendants
intend to vigorously defend the actions. It is impossible to
predict  the  effect, if any, the outcome of  these  actions
might have on the Partnership's financial statements.

8. Distributions after year-end

On  March 13, 1998, the Partnership paid a cash distribution
of   approximately  $3.9  million  ($49.13  per  Unit)  with
proceeds from the sale of the Bayport Plaza Office Building.
The remaining proceeds and any other distributable cash will
be  distributed  when  the  Partnership  has  satisfied  any
outstanding claims and has concluded winding up its affairs.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE

None.
                          PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  Partnership  is  a  limited partnership  which  has  no
directors or executive officers.

The directors and executive officers of the Managing General
Partner are as follows:
                                  Position with the
Name                            Managing General Partner

William B. Smith              Chairman of the Board of
Directors
E. Davisson Hardman, Jr.      President and Director
Lawrence Volpe           Controller and Director
Ronald T. Carman              Secretary and Director

All  of  the directors have been elected to serve until  the
next  annual  meeting of the Shareholders  of  the  Managing
General  Partner or until their successors are  elected  and
qualify.   Each  of the officers has been elected  to  serve
until his successor is elected and qualifies.

William  B. Smith, age 54, is a Managing Director of  Morgan
Stanley  and  co-head of Morgan Stanley Realty  Incorporated
since  1997,  and a Managing Director of Dean Witter  Realty
Inc.  which  he  joined in 1982.  He is  an  Executive  Vice
President of Dean Witter Reynolds Inc.

E.  Davisson  Hardman,  Jr., age 48,  has  been  a  Managing
Director  of  Morgan Stanley Asia, Ltd., since 1997,  and  a
Managing Director of Dean Witter Realty Inc, which he joined
in 1982.

Lawrence Volpe, age 50, is a Director and the Controller  of
Dean  Witter Realty Inc.  He is a Senior Vice President  and
Controller of Dean Witter Reynolds Inc., which he joined  in
1983.

Ronald  T. Carman, age 46, is an Assistant Secretary of  MWD
and a Senior Vice President and Associate General Counsel of
Dean Witter, Reynolds Inc., which he joined in 1984.

There is no family relationship among any of the foregoing
persons.
ITEM 11.  EXECUTIVE COMPENSATION

The General Partners are entitled to receive a share of cash
distributions, when and as cash distributions  are  made  to
the  Limited Partners, and a share of taxable income or  tax
loss.   Descriptions of such distributions  and  allocations
are  contained  in Item 5 above.  The General Partners  have
not  received cash distributions for the period 1988 through
1997.   Prior to 1997, $422,987 of pre-1991 management  fees
remained unpaid and the General Partners deferred receipt of
pre-1991  cash  distributions totalling  $262,316.   In  the
third   quarter  of  1996,  the  Managing  General   Partner
determined  that  such amounts should not be  paid  and  the
General Partners waived any claims thereto.

The  General Partners and their affiliates were paid certain
fees  and  reimbursed  for  certain  expenses.   Information
concerning  such  fees and reimbursements are  contained  in
Note  6  to the Consolidated Financial Statements in Item  8
above.

The  directors  and executive officers of the  Partnership's
Managing  General Partner received no renumeration from  the
Partnership.

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND                    MANAGEMENT

      (a)   No person is known to the Partnership to be  the
beneficial owner of more than five percent of the Units.

      (b)   The  executive  officers and  directors  of  the
Managing General Partner own the following Units as of March
17, 1998:

                                                       (3)
                                               Amount of
       (1)                              (2)
Nature of Name
Title of Class Owner         Beneficial Ownership      of
Beneficial

Limited Partnership      All directors and executive
*
Interests           officers of the Managing
                    General Partner, as a group



*Own,   by   virtue  of  ownership  of  limited  partnership
interests in the Associate General Partner, less than 1%  of
the Units of the Partnership.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As a result of their being partners of a limited partnership
which  is  the  limited  partner of  the  Associate  General
Partner,  certain current and former officers and  directors
of  the  Managing General Partner also own indirect  general
partnership  interests in the Partnership.  The  Partnership
Agreement   of   the   Partnership   provides   that    cash
distributions  and allocations of income  and  loss  to  the
general  partners  be distributed or allocated  50%  to  the
Managing  General  Partner and 50% to the Associate  General
Partner.   The general partners' share of cash distributions
and income or loss is described in Item 5 above.

All  of  the  outstanding  shares of  common  stock  of  the
Managing  General  Partner are owned by Dean  Witter  Realty
Inc.  ("Realty"), a Delaware corporation which is a  wholly-
owned  subsidiary of Morgan Stanley Dean Witter &  Co.   The
general  partner  of the Associate General Partner  is  Dean
Witter  Realty Growth Properties Inc., which  is  a  wholly-
owned  subsidiary  of Realty.  The limited  partner  of  the
Associate  General Partner is LSP, L.P., a Delaware  limited
partnership.  Realty and certain current and former officers
and  directors of the Managing General Partner are  partners
of  LSP,  L.P.  Additional information with respect  to  the
directors  and  executive officers and compensation  of  the
Managing  General  Partner and affiliates  is  contained  in
Items 10 and 11 above.

The  General Partners and their affiliates were paid certain
fees  and  reimbursed  for certain expenses.   In  addition,
affiliates  of the General Partners have ownership  interest
in   certain   properties.   Information  concerning   these
transactions  is  contained  in the  Notes  to  Consolidated
Financial  Statements  in  Item 8  above.   The  Partnership
believes  that the payment of fees and the reimbursement  of
expenses to the General Partners and their affiliates are on
terms as favorable as would be obtained from unrelated third
parties.

The  Managing  General  Partner is  entitled  to  receive  a
management  fee based on a percentage of distributable  cash
(as  defined  in the Partnership Agreement).  Because  there
was  no distributable cash, the Managing General Partner did
not  receive  a fee for the years ended December  31,  1997,
1996   or  1995.   Prior  to  1996,  $422,987  and  pre-1991
management  fees  remained unpaid and the  General  Partners
deferred  receipt  of pre-1991 cash distributions  totalling
$262,316. In the third quarter of 1996, the Managing General
Partner determined that such amounts should not be paid  and
the General Partners waived any claims thereto.
                           PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS
        ON FORM 8-K

(a)  The following documents are filed as part of this
Annual Report:

     1.       Financial Statements (see Index  to  Financial
Statements  filed as part of Item 8 of this Annual Report).

     2.       Financial  Statement Schedule  (see  Index  to
Financial    Statements filed as part  of  Item  8  of  this
Annual Report).

    3.      Exhibits
      (3)(a)  Amended  and  Restated  Agreement  of  Limited
Partnership     dated  as  of July 12,  1985  set  forth  in
Exhibit  A  to  the    Prospectus included  in  Registration
Statement  Number 2-      96767 is  incorporated  herein  by
reference.

    (3)(b)  Certificate of Limited Partnership dated as of
July 12,            1985 incorporated by reference in
Registration Statement             Number 2- 96767 is
incorporated herein by reference.

            (4)(a)          Amended  and Restated  Agreement
            of  Limited  Partnership dated as  of  July  12,
            1985  set  forth in Exhibit A to the  Prospectus
            included  in  Registration Statement  Number  2-
            96767 is  incorporated herein by reference.

            (4)(b)             Certificate    of     Limited
            Partnership   dated  as   of   July   12,   1985
            incorporated   by   reference  in   Registration
            Statement   Number  2-  96767  is   incorporated
            herein by reference.

            (10)(a)    Partnership  Agreement  of  TWC  Ten,
            Ltd.  was filed as Exhibit 10(b) to Registration
            Statement   No.  2-96767  and  is   incorporated
            herein by reference.

                 (b)    Partnership Agreement of TWC Eleven,
            Ltd.  was filed as Exhibit 10(c) to Registration
            Statement   No.  2-96767  and  is   incorporated
            herein by reference.

            (c)   Amended and Restated Partnership Agreement
            of   Bayport,  Ltd.  filed  as  Exhibit   b   to
            Registrant's current report on Form  8-K,  dated
            July 15, 1985 (Commission File No. 0-18151),  is
            incorporated herein by reference.

            (d)    General  Partnership  Agreement  of   TWC
            Eleven,  Ltd. dated as of August 29, 1985  filed
            as  Exhibit 10(d) to Registrant's Annual  Report
            Form  10-K for the year ended December 31,  1995
            is incorporated herein by reference.

              (e) First Amendment to the General Partnership
            Agreement of TWC Eleven, Ltd. dated as  of  June
            19,  1987 filed as Exhibit 10(e) to Registrant's
            Annual  Report  Form  10-K for  the  year  ended
            December  31,  1995  is incorporated  herein  by
            reference.

        (f)  Second Amended and Restated Agreement of
            Limited Partnership of TWC Ten, Ltd. dated as
            of July 19, 1993 filed as Exhibit 10(f) to
            Registrant's Annual Report Form 10-K for the
            year ended December 31, 1995 is incorporated
            herein by reference.

            (g)   Partnership Agreement of Braker  Lane  III
            Associates  was  filed  as  Exhibit   10(a)   to
            Registration  Statement  No.  2-96767   and   is
            incorporated herein by reference.

            (h)   Amended and Restated Partnership Agreement
            of  L.S. Braker Associates filed as Exhibit b to
            Registrants  current report on  Form  8-K  dated
            July  15,  1985 (Commission File No 0-18151)  is
            incorporated herein by reference.

            (i)    Partnership  Agreement  of   Peninsula/DW
            Associates  dated  December 27,  1985  filed  as
            Exhibit  c  to  Registrants' current  report  on
            Form  8-K  dated  December 27, 1985  (Commission
            File  No  0-18151)  is  incorporated  herein  by
            reference.

            (j)   Amended and Restated Agreement of  Limited
            Partnership of Campus Drive Investment  Company,
            dated  as of December 27, 1985 filed as  Exhibit
            10(j)  to  Registrant's Annual Report Form  10-K
            for   the  year  ended  December  31,  1995   is
            incorporated herein by reference.

            (k)   Amended and Restated Agreement of  Limited
            Partnership of Peninsula Office Park,  dated  as
            of  December 27, 1985 filed as Exhibit 10(k)  to
            Registrant's  Annual Report Form  10-K  for  the
            year  ended  December 31, 1995  is  incorporated
            herein by reference.

            (l)   Agreement of Sale, dated August  3,  1995,
            with  respect  to the sale of the warehouse  and
            the  undeveloped land at Braker Center filed  as
            Exhibit 2 to the Registrant's current report  on
            Form  8-K  dated  September 1, 1995  (Commission
            File No. 0-18151) and is incorporated herein  by
            reference.

            (m)   Second  Amended  and  Restated  Management
            Agreement,  dated January 26, 1995, between  TWC
            Eleven,  Ltd.  and  Hyatt Corporation  filed  as
            Exhibit  1  to  Registrant's current  report  on
            Form  8-K  dated July 18, 1996 (Commission  File
            No.  0-18151)  and  is  incorporated  herein  by
            reference.

         (n)  Purchase and Sale Agreement dated as of September 30,
            1996 by and among Peninsula/DW Associates, William Wilson
            III, Peninsula Office Park and Campus Drive Investment
            Company filed as Exhibit 2 to Registrants current report on
            Form 8-K dated December 19, 1996 (Commission File No. 0-
            18151) and is incorporated herein by reference.

         (o)  Purchase and Sale Agreement dated September 23, 1997,
            and Reinstatement and Modification Agreement dated October
            10, 1997, between TWC Ten, Ltd. And Aetna Life Insurance
            Company filed as Exhibits 2(a) and (b), respectively, to
            Registrant's current report on Form 8-K dated October 20,
            1997 (Commission File No. 0-18151) and are incorporated
            herein by reference.

     (21) Subsidiaries:
               TWC Eleven Limited Partnership, a Florida
               Limited Partnership.

     (27) Financial Data Schedule.

(c)  See 3a. above.

                         SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

By:  Dean Witter Realty Growth Properties Inc.
     Managing General Partner


By:  /s/E. Davisson Hardman, Jr.         Date:  March 27,
1997
     E. Davisson Hardman, Jr.
     President

By:  /s/Lawrence Volpe                   Date:  March 27,
1997
     Lawrence Volpe
     Controller
     (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
and on the dates indicated.

DEAN WITTER REALTY GROWTH PROPERTIES INC.
Managing General Partner


/s/William B. Smith                Date:  March 27, 1997
William B. Smith
Chairman of the Board of Directors


/s/E. Davisson Hardman, Jr.        Date:  March 27, 1997
E. Davisson Hardman, Jr.
Director


/s/Lawrence Volpe                  Date:  March 27, 1997
Lawrence Volpe
Director

/s/Ronald T. Carman                Date:  March 27, 1997
Ronald T. Carman
Director



     DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

     Year Ended December 31, 1996

     Exhibit Index
Exhibit
  No.          Description

 (3)(a)   Amended and Restated Agreement of Limited
Partnership dated as of July 12, 1985 set forth in Exhibit A
to the Prospectus included in Registration Statement Number
2-96767 is incorporated herein by reference.

 (3)(b)   Certificate of Limited Partnership dated as of
July 12, 1985 incorporated by reference in Registration
Statement Number 2-96767 is incorporated herein by
reference.

 (4)(a)   Amended and Restated Agreement of Limited
Partnership dated as of July 12, 1985 set forth in Exhibit A
to the Prospectus included in Registration Statement Number
2-96767 is incorporated herein by reference.

 (4)(b)   Certificate of Limited Partnership dated as of
July 12, 1985 incorporated by reference in Registration
Statement Number 2-96767 is incorporated herein by
reference.

(10)(a)   Partnership Agreement of TWC Ten, Ltd. was filed
as Exhibit 10(b) to Registration Statement No. 2-96767 and
is incorporated herein by reference.

    (b)   Partnership Agreement of TWC Eleven, Ltd. was
filed as Exhibit 10(c) to Registration Statement No. 2-96767
and is incorporated herein by reference.

    (c)   Amended and Restated Partnership Agreement of
Bayport, Ltd. filed as Exhibit b to Registrant's current
report on Form 8-K, dated July 15, 1985 (Commission File No.
0-18151), is incorporated herein by reference.

    (d)   General Partnership Agreement of TWC Eleven, Ltd.
dated as of August 29, 1985 filed as Exhibit 10(d) to
Registrant's Annual Report Form 10-K for the year ended
December 31, 1995 is incorporated herein by reference.
                             E-1
     DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

     Year Ended December 31, 1997

     Exhibit Index

     (continued)

Exhibit
  No.          Description

    (e)   First Amendment to the General Partnership
Agreement of TWC Eleven, Ltd. dated as of June 19, 1987
filed as Exhibit 10(e) to Registrant's Annual Report Form 10-
K for the year ended December 31, 1995 is incorporated
herein by reference.

    (f)   Second Amended and Restated Agreement of Limited
Partnership of TWC Ten, Ltd. dated as of July 19, 1993 filed
as Exhibit 10(f) to Registrant's Annual Report Form 10-K for
the year ended December 31, 1995 is incorporated herein by
reference.

    (g)   Partnership Agreement of Braker Lane III
Associates was filed as Exhibit 10(a) to Registration
Statement No. 2-96767 and is incorporated herein by
reference.

    (h)   Amended and Restated Partnership Agreement of L.S.
Braker Associates filed as Exhibit b to Registrants current
report on Form 8-K dated July 15, 1985 (Commission File No 0-
18151) is incorporated herein by reference.

    (i)   Partnership Agreement of Peninsula/DW Associates
dated December 27, 1985 filed as Exhibit c to Registrants'
current report on  Form 8-K dated December 27, 1985
(Commission File No 0-18151) is incorporated herein by
reference.

    (j)   Amended and Restated Agreement of Limited
Partnership of Campus Drive Investment Company, dated as of
December 27, 1985 filed as Exhibit 10(j) to Registrant's
Annual Report Form 10-K for the year ended December 31, 1995
is incorporated herein by reference.

                             E-2
     DEAN WITTER REALTY GROWTH PROPERTIES, L.P.

     Year Ended December 31, 1997

     Exhibit Index

     (continued)

Exhibit
  No.          Description

    (k)   Amended and Restated Agreement of Limited
Partnership of Peninsula Office Park, dated as of December
27, 1985 filed as Exhibit 10(k) to Registrant's Annual
Report Form 10-K for the year ended December 31, 1995 is
incorporated herein by reference.

    (l)   Agreement of Sale, dated August 3, 1995, with
respect to the sale of the warehouse and the undeveloped
land at Braker Center filed as Exhibit 2 to the Registrant's
current report on Form 8-K dated September 1, 1995
(Commission File No. 0-18151) and is incorporated herein by
reference.

    (m)   Second Amended and Restated Management Agreement,
dated January 26, 1995, between TWC Eleven, Ltd. and Hyatt
Corporation filed as Exhibit 1 to Registrant's current
report on Form 8-K dated July 18, 1996 (Commission File No.
0-18151) and is incorporated herein by reference.

    (n)    (Purchase and Sale Agreement dated as of
September 30, 1996 by and among Peninsula/DW Associates,
William Wilson III, Peninsula Office Park and Campus Drive
Investment Company filed as Exhibit 2 to Registrants current
report on Form 8-K dated December 19, 1996 (Commission File
No. 0-18151) and is incorporated herein by reference.

   (o)    Purchase and Sale Agreement dated September 23,
1997, and Reinstatement and Modification Agreement dated
October 10, 1997, between TWC Ten, Ltd. and Aetna Life
Insurance Company filed as Exhibits 2(a) and (b),
respectively, to Registrants's current report on Form 8-K
dated October 20, 1997 (Commission File No. 0-18151) and
are incorporated herein by reference.

(27)      Financial Data Schedule

                             E-3